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Home My WebLink About20133431.tiff 3902310 01/11/2013 12:14 PM • Total Pages: 91 Rec Fee: $461.00 fi t` Steve Moreno-Clerk and Recorder,Weld County, CO ASSIGNMENT,BILL OF SALE AND CONVEYANCE This Assignment, Bill of Sale and Conveyance ("Assignment") is dated December 20, 2102,but effective as of October I,2012,from Matrix Energy,LLC,a Colorado limited liability company ("Matrix"), Billiken Resources, LLC, a Colorado limited liability company ("Billiken"), Clayton Hartman, an individual ("Hartman"), HF Energy LLC, a Wyoming limited liability company ("HFE"), Paragon Investments Group, LLC, a Colorado limited liability company ("Paragon"), The L.J. Schwartz Trust dated January 3, 2000, Leorial J. Schwartz, Trustee ("Schwartz Trust"), Taku Resources LLC, a Colorado limited liability company("faku"), RT Energy, LLC, a North Dakota limited liability company("RT Energy"), Viking Production, LLC, a Colorado limited liability company ("Viking"), Andele Energy, LLC, a Colorado limited liability company ("Andele"), Eclipse Energy, LLC, a Colorado limited liability company("Eclipse"),Arthur L.Angeli,an individual("Angeli"),and Joseph W. Blandford,an individual("Blandford)(collectively referred to herein as"Assignor") and Bayswater Exploration & Production, LLC, a Colorado limited liability company ("Assignee"). In consideration of the mutual promises contained herein, one hundred dollars($100.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns, transfers, grants, bargains, and conveys to Assignee all of Assignor's right,title, and interest in and to the following real property interests (collectively,the"Assets"): A. The oil,gas and/or mineral leases specifically described in Exhibit A(the "Leases"), and only to the extent described on Exhibit A, limited to the lands described on Exhibit A(the"Lands"),in the amounts of working interests and net revenue interests that result in the Wells and PUDs described on Exhibit B having the working interests and net revenue interest set forth on Exhibit B and the oil and gas and other hydrocarbons produced or processed in association therewith (whether or not such item is in liquid or gaseous form), or any combination thereof, and any minerals (whether in liquid or gaseous form) produced in association therewith("Hydrocarbons")in, on or under the Leases or Lands,including without limitation, the leasehold estates and interests, contractual leasehold and other similar leasehold rights in the Leases or Lands,together with the property and rights incident thereto,limited to the Lands,subject to those depth restrictions,if any,identified on Exhibit A; B. The oil and gas wells, water, injection and disposal wells, and the proven undeveloped spacing units on the Lands or on lands pooled,communitized or unitized therewith 1 x,0/33/31 LE0a 77 3902310 01111!201312:14 PM Page 2 of 91 in the amounts of working interests and net revenue interest set forth thereon as specifically described in Exhibit B(the"Wells"); C. All personal property, inventory, equipment, fudures or improvements used in connection with the exploration, drilling, production, gathering, treatment, processing, storing, transportation,sale or disposal of Hydrocarbons or water produced from the Wells and Leases,or located on the Lands,including any gathering systems and any compressors owned by Assignor(the"Equipment"); D. All right, title, and interest to the real property described in Schedule I.2D; E. The natural gas gathering system as described on Exhibit H, attached hereto, together with all rights of way, easements, crossing permits, licenses and other rights associated with, appurtenant to, or used in connection with the ownership and operation of that natural gas gathering system(the"Gathering System"); F. The rights, interests and estates created under those certain servitudes, easements, rights-of-way, privileges, franchises, prescriptions, licenses, leases, permits and/or other rights associated with the Leases and Lands, together with any amendments, renewals, extensions, supplements,modifications or other agreements related thereto,and further together with any other servitudes, easements, rights-of-way, privileges, prescriptions, franchises, licenses,permits and/or other rights(whether presently existing or hereafter created and whether now owned or hereafter acquired by operation of law or otherwise) used, held for use in connection with,or in any way related to the Assets; G. All permits, to the extent transferable, rights-of-way, surface access agreements and easements located on the Lands or used in connection with the exploration, drilling, production, gathering, treatment,processing, storing,transportation,sale or disposal of Hydrocarbons or water produced from the Leases and Lands; H. The unitization, pooling and communitization agreements, declarations and orders, and the units created thereby and all other such agreements relating to the properties and interests described in Paragraphs A. through F. above, and to the production of Hydrocarbons,if any,attributable to said properties and interests; I. To the extent transferable by Assignor without material restriction under applicable law or third-party agreements(without the payment of any funds orconsideration),all contracts and contractual rights, obligations, and interests, including all farmout and farmin agreements, operating agreements production sales and purchase contracts, gas balancing agreements, saltwater disposal agreements,surface leases,division and transfer orders,and other contracts or agreements covering or affecting any or all of the properties and interests described or referred to in Paragraphs A. through G. above and described in Exhibit C (the "Material Agreements") J. To the extent transferable, engineering, geologic, geophysical and seismic data and licenses pertaining to the interest described in Paragraphs A. through H. above (the "Data");and 2 3902310 01/11/2013 12:14 PM Page 3 of 91 K. All files,records,and data relating to the items described in Sections 1.2A. through I. maintained by Seller including, without limitation,the following,if and to the extent that such files exist: all books, records, reports, manuals, files, title documents, including correspondence, records of production and maintenance, revenue, sales, expenses, warranties, lease files, land files, well files, division order files, abstracts, title opinions, assignments, reports, property records, lease operating statements for the Assets for the years 2009, 2010, 2011,and that portion of 2012 prior to Closing,and such other records as Buyer may reasonably request or are necessary for the Buyer to prepare financial statements, tax returns, and other filings with government agencies, contract files, operations files, and files, maps, core data, seismic data, hydrocarbon analysis, well logs, mud logs, field studies together with other files, contracts and other records and data including all geologic and geophysical data and maps, but excluding from the foregoing those files, records and data subject to unaffiliated third party contractual restrictions on disclosure or transfer(the"Records"). RESERVING to Matrix, however,all right,title,and interest owned by Assignor in and to the Assets above and beyond the net revenue interests and working interest specifically identified on Exhibit A and Exhibit B. This Assignment is made subject to the following tens and conditions: 1. This Assignment is being made pursuant to the terms of the Purchase and Sale Agreement dated November 30, 2102, but effective as of October 1, 2012, between Assignor and Assignee (the "Agreement"). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. If there is a conflict between the terms of this Assignment and the terms of the Agreement,the terms of the Agreement shall control to the extent of the conflict. Assignor and Assignee intend that the terms of Agreement remain separate and distinct from and not merge into the terms of this Assignment. 2. ASSIGNOR WARRANTS TITLE TO THE ASSETS FROM AND AGAINST ALL PERSONS CLAIMING BY,THROUGH AND UNDER ASSIGNOR,BUT NOT OTHERWISE,AND EXCEPT FOR THAT WARRANTY, THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. 3. To the extent permitted by law, Assignee shall be subrogated to Assignor's rights in and to representations, warranties and covenants given with respect to the Assets. Assignor hereby grants and transfers to Assignee, its successors and assigns, to the extent so transferable and permitted by law,the benefit of and the right to enforce the covenants, representations and warranties, if any, which Assignor is entitled to enforce with respect to the Assets,but only to the extent not enforced by Assignor. 4. Assignee assumes and agrees to pay, perform, fulfill and discharge its proportionate share of all claims, costs, expenses,liabilities and obligations accruing or relating to the owning, developing, exploring, operating or maintaining of the Assets after the Effective Time, and all obligations arising under agreements covering or relating to the Assets,all as more particularly set forth in the Agreement. Assignor and Assignee have apportioned other liabilities and obligations in the Agreement. 3 3902310 01/11/201312:14 PM Page 4 of 91 5. Assignor and Assignee may execute separate governmental form assignments of the Assets on officially approved forms, in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all of the exceptions,reservations,warranties,rights,titles,power and privileges set forth herein as fully as though they were set forth in each such assignment. The interests conveyed by such separate assignments are the same,and not in addition to,the Assets conveyed herein, 6. Assignor and Assignee agree to take all such further reasonable actions to execute, acknowledge and deliver all such further documents that are reasonably necessary or useful in carrying out the purpose of this Assignment. 7. This Assignment binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns. 8. This Assignment may be executed in any number of counterparts,each of which shall be deemed an original and all of which taken together shall constitute but one and the same instrument. EXECUTED on the dates contained in the acknowledgements of this Assignment, to be effective for all purposes as of the Effective Time. Signature and Acknowledgement Pages Follow 4 3902310 01/11/2013 12:14 PM Page 5 of 91 ASSIGNOR: Matrix Energy,,LLC JD By: Dm, iJ ✓/ s Name: Dan L. Schw Title: Co-Manager ACKNOWLEDGEMENT STATE OF COLORADO CITY AND ) ss. COUNTY OF DENVER The foregoing instrument was acknowledged before me this 20th day of December,2012, by Dan L. Schwartz as Co-manager of Matrix Energy, LLC, a Colorado limited liability company,on behalf of said limited liability company. Witness my hand and official seal. My Commission Expires: DIANN F LaGRANGE • NOTARY PUBLIC / STATE OF COLORADO / C-4 Sian Cait NOTARY ID 19914016185 Notary Public MY COMMISSION EXPIRES DECEMBER 2J,2015 [seal] 5 3902310 01111/2013 12:14 PM Page 6 of 91 ASSIGNOR: Billiken Resources LLC By: -f4LG. -- Name: Elaine S.Evans Title: Manager ACKNOWLEDGEMENT STATE OF COLORADO CITY AND ) ss. COUNTY OF DENVER The foregoing instrument was acknowledged before me this 20th day of December,2012, by Elaine S. Evans as Manager of Billiken Resources, LLC, a Colorado limited liability company,on behalf of said limited liability company. Witness my hand and official seal. My Commiscinn F4p(+,r<s. DIANN F LLGRANGE NOTARY PUBLIC STATE OF COLORADO NOTARY PIRES 411161E5 _ i]I yy'' �/L , — M1t;GOY+1fi SIONY ID 1 S/40/6165 23,2015 Al 7 Al-Scut-it Notary Public [seal] 6 3902310 01/11/2013 12:14 PM Page 7 of 91 ASSIGNOR Clayton Hartman,a individual By: Nam . o ACKNOWLEDGEMENT STATE OF COLORADO COUNTY OF__ _er The foregoing instrument was acknowledged before me this /7 day of December, 2012,by Clayton Hartman,an individual. Witness my hand and officialse¢l My Commission Expires:) /!/,'K20/C SVETLANA K. FREELAND // Notary Public e�� YGLHG2�7j�oLCl2il� State of Colorado otary Public Myj mmaaon Expires July 28.2015 [5�c 7 3902310 01/11/2013 12:14 PM Page 8 of 91 ASSIGNOR: HF Energy LLC By: Name: CI . E. • Title: Manager ACKNOWLEDGEMENT • STATE OF COLORADO tower ) sa COUNTY OF Lam/� ) The foregoing instrument was acknowledged before me this //7 day of December, 2012, by Clayton E. Hartman as Manager of HF Energy, LLC, a Wyoming limited liability company,on behalf of said limited liability company. Witness my hand and official seal. My Commission Expires: j///V d (2/9/S SVETLANA K. FREELAND / cc— State Notary of 41:#2 160��-�� State Public My Comminion Ertplre,July 2®.2016 o y1'ubl1C [seal] e 8 3902310 01/11/2013 12:14 PM Page 9 of 91 ASSIGNOR: Paragon Investments Group,LLC By: or Name: Byron R.Collins Title: Manager ACKNOWLEDGEMENT STATE OF COLORADO ) ss. COUNTY OF l,{,(II1l'NFX ) The foregoing instrument was acknowledged before me this �el day of December, 2012,by Byron R.Collins as Manager of Paragon Investments Group,LLC,a Colorado limited liability company,on behalf of said limited liability company. Witness my hand and offic" seal. r t z My Commission Expires: r°•'N0 •.,y: NotaryPu lie TA RY.,. , *([ o . ;*` ▪ N.▪ RUBL1C ' 9 3902310 01/11/2013 12:14 PM Page 10 of 91 ASSIGNOR The L.J.Schwartz Trust Dated January 3,2000, Leorial J.Schwartz,Trustee /• am • Leorial J.Sc Title: Trustee ACKNOWLEDGEMENT • STATE OF ARIZONA ) es. COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this IC*day of December 2012,by Leoriai J.Schwartz,the Trustee of The LJ.Schwartz Trust dated January 3,2000,on behalf of said trust. I 1 My Commission Expires: I,�l40111 b01,3 Notary PublicO(✓��S [seal]Ii1in 10 3902310 01/11/2013 12:14 PM Page 11 of 91 ASSIGNOR: RT Energy,LL By: N , ger Tollefson T e: sident ACKNOWLEDGEMENT STATE OF NORTH DAKOTA ) ) as. COUNTY OF WARD On this day of December 2012, before me, the undersigned, a Notary Public, personally appeared Roger Tollefson,known to me to be the President of RT Energy, LLC,a North Dakota limited liability company, on behalf of said limited liability company, that executed the same as his free and voluntary act and deed of such corporation for the p se and consideration therein expressed. My Commission Expires: %+ '�r 'a,94 No GARY FIDDLER [seal] Notary Public Stale at North Dakota My Commission Expires Apr 18.2018 11 3902310 01/11/2013 12:14 PM Page 12 of 91 ASSIGNOR: Taku Resources LLC By: ame• tephen B.Evans Title: Manager ACKNOWLEDGEMENT STATE OF COLORADO CITY AND ) ss. COUNTY OF DENVER The foregoing instrument was acknowledged before me this 20th day of December,2012, by Stephen B.Evans as Manager of Taku Resources LLC,a Colorado limited liability company, on behalf of said limited liability company. Witness my hand and official seal. My Commission Expires: DIANN F.LaGRANGE NOTARY PUBLIC STATE OF COLORADO n NOTARY ID 19914016185 {atfLnt4,,i �. \4 d' MY COMMON EXPIRES DECEMBER 23,2015 Notary Public [seal] 12 3902310 01/11/2013 12:14 PM Page 13 of 91 ASSIGNOR: Viking Production,LLC By: Name: Chris S anz Title: Manager ACKNOWLEDGEMENT STATE OF COLORADO CITY AND ) ss. COUNTY OF DENVER The foregoing instrument was acknowledged before me this 20th day of December,2012, by Chris Schwartz as Manager of Viking Production,LLC,a Colorado limited liability company, on behalf of said limited liability company. Witness my hand and official seal. My Commission Expires: DIANN F.LaGRANGE NOTARY PUBLIC STATE OF COLORADO NOTARY ID 18814016185 /12Q'�2,. ,� MY COMMISSION EXPIRES DECELI3ER 23,2015 `'��«��' Notary Public [seal] • 13 3902310 01/11/201312:14PM Page 14 of 91 ASSIGNOR: Andele Energy,LLC By: ame: Da id . andfo Title: Manager ACKNOWLEDGEMENT STATE OF COLORADO CITY AND ) ss. COUNTY OF DENVER The foregoing instrument was acknowledged before me this 20th day of December,2012, by David M. Blandford as Manager of Andele Energy, LLC, a Colorado limited liability company,on behalf of said limited liability company. Witness my hand and official seal. My Commission Expires: DIANN F LaGP,ANGE NOTARY PUBLIC �l STATE OF COLORADO r2rnrc c7. 2jy\n,91,N W COMMIS EXPIRES ES DECEMBER 23,2015TARY ID [seal] 185 Notary Public JVC' 6 [seal] 14 3902310 011111201312:14 PM Page 15 of 91 ASSIGNOR: Eclipse Energy,LLC By: J1324 Name:Dan L Schwartz Title: Manager ACKNOWLEDGEMENT STATE OF COLORADO CITY AND ) ss. COUNTY OF DENVER The foregoing instrument was acknowledged before me this 20th day of December,2012, by Dan L. Schwartz as Manager of Eclipse Energy, LLC,a Colorado limited liability company, on behalf of said limited liability company. Witness my hand and official seal. My Commission Expires: OI.ANN F.LaGRANGE NOTARY PUBLIC STATE OF COLORADO n 185 MY COMMISSION E%RFESDECEN0TARY ID MBER 23 2016 Notary Public iublic P �fans'0 [seal] 15 3902310 01/11/2013 12:14 PM Page 16 of 91 ASSIGNOR: Arthur L.Angell,an indiv' ual By: ✓t ' Name: Arthur L.An ACKNOWLEDGEMENT STATE OF COLORADO CITY AND ) ss. COUNTY OF DENVER The foregoing instrument was acknowledged before me this 20th day of December,2012, by Arthur,L.Angeli,an individual. Witness my hand and official seal. My Commission Expires: DIANN F LaGRANGE NOTARY PUBLIC STATE OF COLORADO _i)&� F NOTARY ID 19914016165 �+!/ /i.d clan C,L- MYGil IONEXPIRE.rEMBER232015 Notary Public L [seal] 16 3902310 01/11/2013 12:14 PM Page 17 of 91 ASSIGNOR: Joseph W. B l andford,an indi dual • By Jose .B dford ��v� ACKNOWLEDGEMENT STATE OF TEXAS )ss COUNTY OF HARRIS Before me,Joseph W.Blandford,an individual,on this day personally appeared,known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this I70'aay of December,2012. CLIS'&19(611 /240 Notary Public Seal: SA ,vm1EAPIPETTE ALFRED MY Cnarthl,N EMPinEs narhla,i01/ 17 3902310 01/11/2013 12:14 PM Page 18 of 91 ASSIGNEE: Bayswater Exploration&Production,LLC By: Name: Lynn S.Belcher Title: Director ACKNOWLEDGEMENT STATE OF COLORADO CITY AND ) ss. COUNTY OF DENVER The foregoing instrument was acknowledged before me this 20th day of December,2012, by Lynn S. Belcher as Director of Bayswater Exploration & Production, LLC, a Colorado limited liability corporation,on behalf of said corporation. Witness my hand and official seal. 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